Amended Statement of Ownership: Solicitation (sc 14d9/a)
December 07 2012 - 3:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 12)
Solicitation/Recommendation Statement
under Section 14(d)(4) of the
Securities Exchange Act of 1934
Complete Genomics, Inc.
(Name of Subject Company)
Complete Genomics, Inc.
(Names of Person(s) Filing Statement)
Common Stock,
$0.001 par value per share
(Title of Class of Securities)
20454K104
(CUSIP Number of Class of Securities)
A. W. Homan
Senior Vice President, General Counsel and Secretary
Complete Genomics, Inc.
2071 Stierlin Court
Mountain View, California 94043
(650) 943-2800
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
with copies to:
Alan C. Mendelson
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025
(650) 328-4600
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 12 (the
Amendment
) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of Complete Genomics, Inc. (
Complete
or the
Company
) filed with the Securities and Exchange Commission (the
SEC
) on September 25,
2012 and amended on September 27, 2012, October 2, 2012, October 5, 2012, October 22, 2012, November 2, 2012, November 13, 2012, November 15, 2012, November 20,
2012, November 26, 2012, November 27, 2012 and November 28, 2012 (as amended, the
Schedule 14D-9
). The Schedule 14D-9 relates to the tender offer by Beta Acquisition Corporation, a Delaware corporation
(
Purchaser
) and a wholly owned subsidiary of BGI-Shenzhen, a company organized under the laws of the Peoples Republic of China (
Parent
or
BGI
), to purchase all of the outstanding common
stock, par value $0.001 per share, of Complete (the
Shares
), at a price of $3.15 per Share, net to seller in cash, without interest and less any applicable withholding taxes, upon the terms and conditions set forth in the Offer to
Purchase dated September 25, 2012 (the
Offer to Purchase
) and the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the
Offer
). The Offer is described in a Tender Offer Statement on Schedule TO filed by Parent and Purchaser with the SEC on September 25, 2012. The Offer to Purchase and the Letter of Transmittal were filed with the Schedule
14D-9 as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except as otherwise set forth below, the information set forth in
the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 14D-9. This Amendment is
being filed to reflect certain updates as reflected below.
Item 8.
Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented to replace the final two paragraphs of the Section entitled
Subsequent Events in their entirety with the following:
On November 27, 2012, the Court of Chancery
preliminarily enjoined, until a trial on the merits, a provision in the confidentiality agreement with Party J the terms of which prohibit Party J from privately approaching the Company Board to request permission to, among other matters, make a
proposal to acquire the Company. This action was not taken by the Court in response to any communication, request or proposal from Party J or representative or agent of Party J.
On November 27, 2012, the Company provided written notice to Party J of the Court of Chancerys ruling and that the Company
would interpret the confidentiality agreement with Party J as only prohibiting Party J from publicly requesting permission to, among other matters, make a proposal to acquire the Company. Party J has not communicated with the Company or made any
request or proposal to the Company in response to this written notice, or otherwise since August 2, 2012, as detailed above.
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
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COMPLETE GENOMICS, INC.
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By:
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/s/ A. W. Homan
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Name:
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A. W. Homan
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Title:
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Senior Vice President, General Counsel and
Secretary
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Dated: December 7, 2012
3
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